CorpDocs-Board_Resolution_Approving_Sale_of_Series_A_Preferred_Stock by muhammadali1034

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This document should be used as a Board resolution
approving the offer and sale of Series A preferred stock of
the corporation.


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edited to fit your purposes.


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                   BOARD RESOLUTION APPROVING SALE OF
                        SERIES A PREFERRED STOCK



SALE OF SERIES A PREFERRED STOCK.

RESOLVED, that this corporation issue and sell [NUMBER OF SHARES] shares of this
corporation's Series A Preferred Stock.

RESOLVED FURTHER, that the Chairman, President, or Chief Financial Officer of this
corporation be, and each of them (each a “Designated Officer”) acting alone is, hereby
authorized to execute and deliver on behalf of this corporation the Series A Preferred
Stock Purchase Agreement (and exhibits) and the Warrant substantially in the form
[presented to the Board of Directors] [of Exhibit A] with such changes thereto as the
person executing the same shall approve, such approval to be conclusively evidenced by
the execution and delivery thereof.

RESOLVED FURTHER, that this corporation shall reserve sufficient shares of Common
Stock for issuance pursuant to the conversion rights for the Series A Preferred Stock set
forth in Exhibit A to the Series A Preferred Stock Purchase Agreement.

RESOLVED FURTHER, that the Chairman, President, Vice President, or Chief
Financial Officer of this corporation be, and each of them acting alone is, hereby
authorized, empowered and directed, for and on behalf of this corporation, to take or
cause to be taken any and all actions, including, without limitation, the execution,
acknowledgement, filing, amendment and delivery of any and all papers, agreements,
documents, instruments and certificates, as such officers may deem necessary or
advisable to carry out and perform the obligations of this corporation under the Series A
Preferred Stock Purchase Agreement (and exhibits), consummate the transactions
contemplated therein, cause this corporation to comply with the Securities Act of 1933,
as amended, and any applicable state securities laws, including any such action or
execution, acknowledgement, filing and delivery of documents as may be required to
qualify for an exemption from registration or qualification provided there under, and
otherwise carry out the purposes and intent of the foregoing resolutions; the performance
of any such acts and the execution, acknowledgement, filing and delivery by such
officers of any such papers, agreements, documents, instruments and certificates shall
conclusively evidence their authority therefore.

RESOLVED, that the officers of this corporation are, and each acting alone is, hereby
authorized to do and perform any and all such acts, including execution of any and all
documents and certificates, as such officers shall deem necessary or advisable, to carry
out the purposes and intent of the foregoing resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the date of the
foregoing resolutions adopted hereby that are within the authority conferred thereby are
hereby ratified, confirmed and approved as the acts and deeds of this corporation.

								
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